What is a corporate minute book for an Alberta corporation?
A minute book is where corporate documents are stored. There are a number of documents that the law requires. Usually your lawyer will prepare and update your minute book.
Section 21 of the Alberta Business Corporations Act sets a large number of records which are needed:
21(1) A corporation shall prepare and maintain at its records office records containing
(a) the articles and the bylaws, all amendments to the articles and bylaws, a copy of any unanimous shareholder agreement and any amendment to a unanimous shareholder agreement,
(b) minutes of meetings and resolutions of shareholders,
(c) copies of all notices required by section 106 or 113,
(d) a securities register complying with section 49,
(e) copies of the financial statements, reports and information referred to in section 155(1), and
(f) a register of disclosures made pursuant to section 120.
(2) Notwithstanding subsection (1), a central securities register may be maintained at an office in Alberta of a corporation’s agent referred to in section 49(3)(a), and a branch securities register may be kept at any place in or out of Alberta designated by the directors.
(3) If a central securities register is maintained under subsection (2) at a place other than the records office, the corporation shall maintain at its records office a record containing the names and addresses of all agents and offices at which those registers are maintained and descriptions of all those registers.
(4) A corporation that (a) complies with section 24(2), and (b) maintains in Canada a register or record referred to in subsection (3) complies with subsection (1).
(5) In addition to the records described in subsection (1), a corporation shall prepare and maintain adequate accounting records and records containing minutes of meetings and resolutions of the directors and any committee of the directors.
(6) For the purposes of subsections (1)(b) and (2), if a body corporate is continued under this Act, “records” includes similar records required by law to be maintained by the body corporate before it was so continued.
(7) The records described in subsection (5) shall be kept at the registered office or records office of the corporation or at any other place the directors think fit and shall at all reasonable times be open to examination by the directors.
(8) If accounting records of a corporation are kept at a place outside Alberta, there shall be kept at the registered office or records office or at any other place in Alberta the directors think fit, accounting records adequate to enable the directors to ascertain the financial position of the corporation with reasonable accuracy on a quarterly basis, and those records shall at all reasonable times be open to examination by the directors.
(8.1) Notwithstanding subsections (1) and (8), a corporation may keep all or any of its corporate records and accounting records referred to in subsection (1) or (2) at a place outside Alberta only if (a) the records are available for examination, by means of a computer terminal or other technology, during regular office hours at the registered office or any other place in Alberta designated by the directors, and (b) the corporation provides the technical assistance to facilitate an examination referred to in clause (a).
(9) A corporation that, without reasonable cause, contravenes this section is guilty of an offence and liable to a fine not exceeding $5000. RSA 2000 cB-9 s21;2005 c8 s10 Additional
If you need assistance in creating, maintaining or updating your minute book, please feel free to contact us.
The information contained in this article is not legal advice. No solicitor client relationship is formed through this article. The reader is encouraged to retain counsel for advice in these matters.